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| --- | --- | --- |
|   | (iii) | The specific obligations with respect to sales and use taxes set forth in this Section 5.7(b) are in addition to, and are not in substitution for, Lessee’s obligation to
indemnify for sales and use taxes pursuant to Section 5.7(a); provided that in no event shall Lessee be obligated to pay any amount as indemnification under both Section 5.7(a) and Section 5.7(b) with respect to the same Tax.
 |

  




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| --- | --- | --- |
|   | (c) | Lessee is not required to indemnify any Tax Indemnitee under Section 5.7(a) or Section 5.7(b) with respect to:  |

  




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| --- | --- | --- |
|   | (i) | Taxes attributable to the willful misconduct or gross negligence of such Tax Indemnitee, except to the extent that such willful misconduct or gross negligence is imputed to such Tax
Indemnitee by reason of any action or inaction of Lessee or any sublessee;  |

  




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| --- | --- | --- |
|   | (ii) | income Taxes imposed on a Tax Indemnitee as a result of the Tax Indemnitee’s (A) being organized in the jurisdiction imposing such Taxes or (B) conducting business that is
unrelated to the transactions contemplated in the Lease and the Other Agreements in the jurisdiction imposing such Taxes;  |